ORDER INSTITUTING A CEASE-AND-DESIST PROCEEDING PURSUANT TO SECTION 21C OF
THE SECURITIES EXCHANGE ACT OF 1934, A PUBLIC ADMINISTRATIVE PROCEEDING PURSUANT
TO SECTIONS 15(b) AND 19(h) OF THE SECURITIES EXCHANGE ACT OF 1934, MAKING
FINDINGS, ISSUING A CEASE-AND-DESIST ORDER AND IMPOSING A CIVIL PENALTY

I.

The Securities and Exchange Commission ("Commission") deems it
appropriate that a cease-and-desist proceeding pursuant to Section 21C of the
Securities Exchange Act of 1934 ("Exchange Act") be instituted
against Respondents Briant C. Patterson, Inc. ("Patterson, Inc.") and
Briant Patterson ("Patterson") and deems it appropriate and in the
public interest that a public administrative proceeding pursuant to Sections
15(b) and 19(h) of the Exchange Act be instituted against Respondent Patterson.

II.

In anticipation of the institution of the cease-and-desist proceeding and
administrative proceeding, Patterson, Inc. and Patterson have submitted an Offer
of Settlement ("Offer"), which the Commission has determined to
accept. Solely for the purpose of these proceedings and any other proceeding
brought by or on behalf of the Commission, or in which the Commission is a party
and prior to a hearing and without admitting or denying the findings contained
herein, except that Patterson, Inc. and Patterson each admits the jurisdiction
of the Commission over each of them and over the subject matter of this
proceeding, Patterson, Inc. and Patterson each consent to the entry of this
Order Instituting A Public Administrative and Cease-and-Desist Proceeding
Pursuant to Sections 15(b), 19(h) and 21C of the Securities Exchange Act of
1934, Making Findings, Issuing A Cease-and-Desist Order and Imposing A Civil
Penalty ("Order") set forth below.

Accordingly, IT IS ORDERED that a proceeding pursuant to Sections
15(b), 19(h) and Section 21C of the Exchange Act be, and hereby is, instituted.

III.

On the basis of this Order and the Offer of Settlement submitted by
Patterson, Inc. and Patterson, the Commission finds that:

A. RESPONDENTS

1. Briant C. Patterson, Inc. ("Patterson,
Inc."), is a California corporation owned and controlled by Briant
Patterson. From early 1996 through March 12, 1998, Patterson Inc. operated as a
equities floor broker for institutional clients on the floor of the Pacific
Exchange ("PCX"). Patterson, Inc., at all relevant times herein, was
not registered with the Commission as a broker or dealer or been a member of the
PCX.

2. Briant Patterson ("Patterson"), age 36,
resides in San Juan Capistrano, California, and is president and sole
shareholder of Patterson, Inc. and since 1993, a member of the PCX. From 1993
through March 12, 1998, Patterson was associated with a registered broker-dealer
(the "Broker-dealer") as an equities floor broker on the floor of the
PCX. Patterson is currently employed as an equities floor broker by another
registered broker-dealer.

B. FACTS

1. Patterson began working on the floor of the PCX as a floor broker with the
Broker-dealer in 1993. Patterson executed orders for broker or dealer clients.
Initially, the Broker-dealer billed all of Patterson's clients for the
commissions on the trades executed by Patterson.

2. From early 1996 through March 12, 1998, Patterson directly billed, through
Patterson, Inc., his clients for the commissions on trades executed by him. Even
though Patterson, Inc. and Patterson represented themselves to clients as an
independent broker on the floor of the PCX, Patterson continued to use the
Broker-dealer's symbol as the floor broker and considered himself associated
with the Broker-dealer.

3. By holding themselves out to clients as an independent broker, executing
securities transactions for clients on a national exchange, charging clients
commissions on those securities transactions and billing those clients directly,
Patterson, Inc. and Patterson were acting as a broker as defined by Section
3(a)(4) of the Exchange Act ("any person engaged in the business of
effecting transactions in securities for the account of others").

4. Patterson, Inc. and Patterson, at all relevant times herein, were not
registered as a broker or dealer with the Commission. Patterson, Inc. and
Patterson, therefore, violated Section 15(a) of the Exchange Act, which makes it
unlawful for a broker or dealer to make use of the mails or any means or
instrumentality of interstate commerce to effect transactions in securities
without being registered with the Commission.

IV.

Based on the foregoing, the Commission finds that Patterson, Inc. violated
and Patterson willfully violated Section 15(a) of the Exchange Act.

V.

Based on the foregoing, the Commission deems it appropriate and in the public
interest to accept the Offer submitted by Patterson, Inc. and Patterson and
impose the sanctions specified in the Offer.

VI.

Accordingly, IT IS HEREBY ORDERED that:

1. Pursuant to Section 21C of the Exchange Act, Patterson, Inc. cease and
desist from committing or causing any violation and any future violation of
Section 15(a) of the Exchange Act;

2. Pursuant to Section 21C of the Exchange Act, Patterson cease and desist
from committing or causing any violation and any future violation of Section
15(a) of the Exchange Act; and

3. Pursuant to Section 21B of the Exchange Act, Patterson shall, within 90
days of the entry of this Order, pay a civil money penalty in the amount of
$10,000 to the United States Treasury. Such payment shall be: (A) made by United
States postal money order, certified check, bank cashier's check or bank money
order; (B) made payable to the Securities and Exchange Commission; (C)
hand-delivered or mailed to the Comptroller, Securities and Exchange Commission,
Operations Center, 6432 General Green Way, Stop 0-3, Alexandria, VA 22312; and
(D) submitted under cover letter that identifies Patterson as a Respondent in
these proceedings, the file number of these proceedings, a copy of which cover
letter and money order or check will be sent to Kelly Bowers, Assistant Regional
Director, Securities and Exchange Commission, 5670 Wilshire Boulevard, 11th
Floor, Los Angeles, California 90036.